SEC Form 4 · accession 0001127602-17-020736
ASHLAND INC. · ASH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anne T. Schumann
Officer — Vice President
Period of report
Jun 2, 2017
Accepted (ET)
Jun 6, 2017 · 9:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674862
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 5, 2017 | A | 12,787 | $0.00 | A | 23,060 | D | |
| Common StockF3 | holding | — | — | — | 1,308 | I | 401(K) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock UnitsF6,F7,F4,F5 | — | Jun 2, 2017 | A | 548 | A | — | — | Common Stock | 548 | 1,167 | D |
| Restricted Stock UnitsF9,F11,F8,F10 | — | Jun 2, 2017 | A | 2,217 | A | — | — | Common Stock | 2,217 | 3,554 | D |
Explanation of responses
- F1Represents the sum of 4,809 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 7,978 shares of restricted stock granted pursuant to the plan described in clause (b) this footnote (1). (a) Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock. (b) Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 7,978 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Adjustment Ratio for each such time-vested restricted share.
- F10The restricted stock units described in clause (a) of footnote (9) vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units immediately prior to the Distribution. The restricted stock units described in clause (b) of footnote (9) vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date.
- F11Balance includes 8 additional restricted stock units acquired in lieu of cash dividends, 5 of which were paid on December 15, 2016, and 3 of which were paid on March 15, 2017.
- F2Includes 18,230 shares of unvested restricted stock.
- F3Based on Employee Savings Plan information as of June 5, 2017, the latest date for which such information is reasonably available.
- F41 for 1.
- F5The common stock units are payable upon the same terms and conditions as were applicable to the Reporting Person's awards of common stock units immediately prior to the Distribution.
- F6Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of common stock units equal to the Equity Award Adjustment Ratio for each such common stock unit. Common stock units were acquired pursuant to Ashland's Deferred Compensation Plan for Employees. One (1) common stock unit is the equivalent of one (1) share of common stock.
- F7Balance includes 1 additional common stock unit acquired in lieu of cash dividends on March 15, 2017.
- F8Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.
- F9Represents the sum of 1,181 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (9) and 1,036 restricted stock units granted pursuant to the plan described in clause (b) this footnote (9). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units equal to the Equity Award Adjustment Ratio for each such restricted stock unit. (b) Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 1,036 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Adjustment Ratio.